Ben 10 UA: Fears of a Clown
by Jedi Master 325
Summary: Zombozo is back for revenge, and this time he's not alone. He has teamed up with the Joker to wreak havoc in Bellwood. After the two kidnap Gwen, it's up to Ben, Kevin, and a certain Dark Knight to rescue her and put an end to the Clown Princes of Crime's mischief.
1. An Evil Alliance

**Jedi Master 325 Here with my first Ben 10/Batman crossover fic. Enjoy! :)**

Ben 10 UA: Fears of a Clown

Summary: Zombozo is back for revenge, and this time he's not alone. He has teamed up with the Joker to wreak havoc in Bellwood. After the two kidnap Gwen, it's up to Ben, Kevin, and a certain Dark Knight to rescue her and put an end to the Clown Princes of Crime's mischief.

Disclaimer: I do not own Ben 10 or Batman the animated series.

At the abandoned carnival grounds, the evil clown Zombozo was seething with anger and rage. Once again, he had lost a battle with Ben Tennyson and his friends, particularly Ben's cousin Gwen Tennyson.

Zombozo had still not gotten over the time Gwen had actually scared him half to death when he tried to kill Ben's mom in front of her, which was a bad idea on his part.

That had resulted in Gwen turning into her anodite form and threatning to kill Zombozo if he ever came near her and Ben's family members again.

" Ooooh, it's not fair! I am supposed to be the master of fear and yet I'm scared of one sixteen year old girl with magic powers. I've got to find a way to get back at Gwendolyn, but how?" He though to himself.

" Perhaps I can be of assistance." a mysterious voice called out. Zombozo turned around and saw a tall man with white skin, green hair, and dressed in a purple suit.

" Who the devil are you?" Zombozo asked angrily as he pulled out his big mallet, ready to dispose of this intruder.

" The name's Joker and I'm the solution to your problem. I couldn't help but notice you seem to have trouble dealing with a teenager who wears a fancy watch."

" It's not Tennyson that is the problem. It's his sorceress cousin. Her magic pretty much keeps them safe from my attacks. There's got to be a way to take her out. But how? Zombozo said.

" It's quite simple my friend, if we kidnap Gwendolyn, we can hold her prisoner. And when the boys come to rescue her, they'll fall right into our trap." Joker told him while laughing.

" An excellent idea, and here's how we'll pull it off. As Gwen is leaving school to go home, I'll pretend to be breaking into someone's car. When Gwen comes to stop me, you'll sneak up behind her and knock her out." Zombozo said.

" Ooooh! I like that plan, and I have the perfect tool for the job." Joker said as he pulled a crowbar out of his bag.

" It's settled then. Tomorrow, we'll kidnap Gwen and hold her prisoner here. And when Ben and Kevin come to rescue her, they'll fall right into our trap. Once those three are out of the picture, Bellwood will be ours. Hahahahaha!" Zombozo said, laughing evilly.

As the two Clown Princes of Crime set out to put their evil plan into motion, they were unaware that a certain Dark Knight had been alerted to Joker's escape from Arkham Asylum and was enroute to Bellwood.

 **And that is the end of chapter one. Leave a review and I will get chapter two posted here real soon.**

 **-Jedi Master 325**


	2. Missing in Action

**Here's chapter two of Fears of a Clown. Enjoy! :)**

Chapter Two

As school let out for the day at Bellwood Prep, Gwen was walking to the curb where she would wait for Kevin to pick her up like he normally did. Suddenly Gwen heard a car alarm go off in the faculty parking lot.

Hiding behind a corner, Gwen saw Zombozo trying to break into the principal's car. Knowing that it would take too long for the guys to get here, Gwen decided to handle this one herself.

leaping out from her hiding spot, Gwen fired a bolt of mana at Zombozo, knocking the villanous clown off his feet. " Really Zombozo, stealing my principal's car?! Even I thought you would be smarter than this." Gwen said as she trapped Zombozo beneath a mana dome.

As she reached for her plumbers badge to call the guys, Gwen suddenly felt something cold, hard, and metallic hit her on the back of the head. As Gwen fell to the ground, she looked up and saw none other than the Joker standing there, holding a bloodied crowbar. Before blacking out, all Gwen remembered was hearing Joker's sick and demonic laughter ringing in her ears.

Later, Kevin's green and black camaro pulled up to the school. When Kevin saw that Gwen wasn't there waiting for him, he groaned in annoyance. " See, I told you we shouldn't have made that " emergency stop " at Mr. Smoothy Tennyson. Gwen probably got bored waiting for us and already went home." Kevin said, frustrated that Ben cared more about his " smoothie addiction " instead of his cousin who was probably gonna kill the both of them for this later.

" Just calm down there Kevin. I'm sure that if we explain to Gwen why we were late coming to pick her up, I'm sure she'll forgive us." Ben said before spotting a tall dark figure in the faculty parking lot. getting out of the car, Kevin quickly armored up whil Ben transformed into Swampfire.

Batman had been examining a lone book bag on the ground when he realized that he was not alone. Turning around, he saw a strange plant like creature and a teenage boy made out of metal.

" Who are you and what are you doing here?! The plant creature demanded, generating two fireballs in it's hands. " what I'm doing here is none of your concern." Batman said as he threw a batarang at Ben, only for it to go right through him.

" That's not gonna work you costumed lunatic! This is our turf, so you will answer our questions!" Kevin shouted as he flashed his plumbers badge. As soon as Batman saw the Plumbers badge, he put away his other batarang. " I'm sorry, I didn't know you two are Plumbers."

Ben then recognized who they were talking to. "oh my gosh! You're Batman, the Dark Knight of Gotham city!" Ben said excitedly as if he were meeting his favorite superhero. " My name's Ben Tennyson, and the tall brooding guy over there is my best friend, Kevin Levin."

" I know who you two are, you guys protect Bellwood from all kinds of criminals running rampant. But aren't there suppose to be three of you?"

" Oh, you mean my cousin Gwen? Yeah, we came here to pick her up after school, but we ran late and she probably went home already."

" I don't think she did Ben, she wouldn't go anywhere without her book bag am I correct?" Batman said as he held up the book bag he was looking at earlier.

" That's Gwen's bag alright. And to answer your question, yes, she would never leave school without it." Ben said, now a little worried about where Gwen had gone.

" Guys, you might want to see this." Kevin said as he was looking at a puddle of blood on the ground.

" whatever happened here, Gwen must have gotten caught in the middle of it." Ben said before spotting a security camera on the wall. Turning into Spidermonkey, Ben scaled the wall and pulled the tape out of the camera.

" Maybe this security tape footage will give us a clue to what happened to Gwen." Ben said as he turned back into his human form.

As they watched the footage in the batmobile, They saw Zombozo trying to break into the principal's car.

 _Security footage:_

 _" Come on you stupid vehicle, open up already!"_ Zombozo says in frustration.

Zombozo has almost gotten the car unlocked when a bolt of mana hits him from behind, knocking off his feet. he turns around and sees Gwen standing there. hands on her hips, and a frown on her face.

 _" Really Zombozo?! Trying to steal my principal's car?! Even I thought you would be smarter than this."_ Gwen says as she traps him under a mana dome.

" Pause right there Batman, I think I see something." Ben said as Batman paused the video footage. Both Ben and Kevin saw someone standing behind Gwen, preparing to swing a crowbar at her head.

" Who is that Batman? Because I don't recognize him." Kevin said in confusion.

" That's the Joker. He recently escaped from Arkham Asylum and my sources indicated that he was hiding out here in Bellwood." Batman said as he continued to play the video.

Joker strikes Gwen in the back of the head with a crowbar. He watches with glee as Gwen falls to the floor. As she looks up to see who struck her, Gwen sees Joker standing there holding a bloodied crowbar in his hands before she blacks out.

 _" Hahahahahaha! That was easier than I thought it would be."_ Joker says as Zombozo walks over to Gwen's unconscious form and places a mana inhibitor cuff around her wrist.

 _" There, that will keep her powers disabled. Now let's get out of here before the cops show up."_ Zombozo say as he finishes breaking into the principal's car.

Joker smiles wickedly as he picks up Gwen and tosses her in the back seat. he laughs evilly as they drive off.

 _End security footage_

" Looks like we know what happened to Gwen. It seems Joker and Zombozo have teamed up to wreak havoc in Bellwood. My guess is they've kidnapped Gwen so the two of you will be vulnerable to their attacks." Batman said. Little did he know, this was only phase one of Joker and Zombozo's revenge scheme.

 **And that is the end of chapter two. Leave a review and I will get chapter three posted here real soon.**

 **-Jedi Master 325**


	3. Joker's Game

**Here is chapter three. Enjoy! :)**

Gwen groaned in pain as she woke up. She then saw that she was bound to a metal table. Gwen tried to use her mana to free herself, only to realize her powers were currently blocked.

" Finally awake I see." an all too familiar voice said.

Gwen looked and saw Zombozo step out of the shadows, an evil grin plastered on his face.

" Why am I not surprised that you're behind this Zombozo. You do know that when Ben and Kevin realize I've been kidnapped, they'll be on there way to rescue me and send your sorry butt to jail."

" I'm well aware of that my dear. That's why my associate and I have laid out a trap for Tennyson and Levin, and you're the bait. When those two come to rescue you, they'll fall right into our trap." Zombozo said, before laughing evilly.

" That's right my friend. But, in the meantime, we'll have fun playing a game with you, Gwendolyn." Joker said as he walked up to Gwen and gripped her jaw so that she would look at him.

Gwen bit down on his hand really hard. Joker howled in pain as he pulled his hand away and glared furiously at her.

" Should've warned you Joker, my bite is nastier than my bark." Gwen said angrily.

Joker retaliated by taking out his crowbar and struck her really hard in her ribcage. Gwen spat blood in his face. Joker then proceeded to break every bone in Gwen's body before taking out a tazer he stole and jabbed it into her side.

Gwen screamed in agonizing pain as she was being painfully electrocuted. She knew at the rate Joker was going, it would only be a matter of hours before she succumbed to her injuries.

" That's enough Joker! We need her alive, remember!" Zombozo shouted at his associate.

" Oh fine, I was getting bored anyways." Joker said bitterly as he quit torturing Gwen. The young anodite silently prayed that her cousin and her boyfriend were on their way to rescue her.

 **And that is the end of chapter three. Leave a review and I will get chapter four posted.**

 **-Jedi Master 325**


	4. Endgame

**Here is Chapter four. Enjoy!:)**

Chapter Four

As the Batmobile raced down the streets of Bellwood, Ben and Kevin were formulating a plan to rescue Gwen from Zombozo and Joker. Kevin only had one thing in mind. Rescue his girlfriend, and beat both Zombozo and Joker to a bloody pulp. Ben noticed how tense Kevin was.

" Kevin remember, we're here to rescue Gwen, not to kill anyone. Got it?"

" Yeah yeah, I know the plan Tennyson." Kevin said bitterly.

" Focus you two. Zombozo and Joker are probably expecting you two. But, they don't know I'm with you guys. If we execute this plan right, we're all going home alive." Batman said as the Batmobile pulled into the abandoned circus grounds.

As Ben and Kevin walked into the huge circus tent, Ben transformed into Big Chill while Kevin absorbed some metal from a nearby dumpster. They were greeted by Zombozo standing there, an evil grin plastered on his face.

" Tennyson, Levin, Welcome to your untimely demises . I promise you that your deaths will be slow and painful." Zombozo said while laughing evilly.

" Can the small-talk you circus reject, what have you done with Gwen?!" Kevin shouted angrily.

" Why, she's right here." Zombozo said evilly as a spotlight shown down Gwen, who was lying on the ground completely motionless.

 **" Gwen!"** both Ben and Kevin cried. Kevin charged at Zombozo intending to punch his lights out. Only to find that he couldn't move, because his feet were stuck to the ground.

" Arrgh! I can't move Tennyson. I'm stuck." Kevin cried as he struggled to free himself.

Ben flew over to Kevin to help him, only to get snared in an net designed for Necrofriggians that electrocuted him.

" Gahhhh!" I'm trapped too. We're sitting ducks this time!" Ben shouted as he tried to phase through the net, only to find out he couldn't

" Like the traps I set for you two chumps. Kevin, I figured you would absorb metal, so I had the floor magnetized. Ben, I knew you would use Big Chill to try and freeze me in my tracks, so I used a net on you that hunters use to trap Necrofriggians for sport. Now which one of you shall I have the pleasure of killing first." Zombozo said as he pulled out a very sharp knife.

" Ooh ooh, Can I kill Ben please?!" Joker said excitedly as if he were a child waiting to open his presents on Christmas morning.

" Forget it Joker! Tennyson is mine to kill! But, I will let you use this knife to kill his cousin over there." Zombozo said as he handed the knife over to Joker.

" You're right, killing Gwendolyn will be even more fun knowing that her friends are powerless to save her." Joker said as he advanced towards the already badly injured anodite.

 **" Nooo!"** both Ben and Kevin cry out as they struggled even harder at their restraints.

As Joker was about to stab Gwen right in the chest, a batarang suddenly knocked the knife out of his hand. As Joker looked up to see who interfered in his attempted murder, he suddenly froze up in fear as a familiar bat shaped shadow loomed over him.

" B-B-Batman! H-How did y-you find me?!" Joker cried out in fear, knowing that both his and Zombozo's plans were now ruined.

" It's simple even for you Joker, you should've made sure that you got rid of the tracking device ankle bracelet that Arkham Assylum put on you after the last time you escaped." Batman said as he threw another batarang at the control box that was was keeping the ground magnetized.

As Kevin got freed from his trap, he freed Ben from the net he wss trapped in.

" Kevin, I'll handle Zombozo. You get Gwen to safety." Ben said as he flew towards Zombozo.

Kevin quickly ran over to Gwen and gently picked her up before carrying her away from the battlefield. After setting Gwen down gently, Kevin dug around in her backpack until he found what he was looking for. a healing potion that Gwen had created in case any of them ever got hurt on missions. he carefully poured some of the potion into Gwen's mouth and helped her swallow it.

As Gwen came to, Kevin helped her to her feet before they ran back inside the tent to help Ben and Batman. As they came inside, they saw Ben and Batman had been taken down by Joker and Zombozo.

" Kevin, I'll deal with Joker, you take out Zombozo." Gwen said as she launched a mana blast at Joker, knocking him away from Batman.

" Ok, be careful though Gwen. Joker's tougher than he looks." Kevin said as he charged towards Zombozo.

As Gwen cornered Joker on the tight-rope platform, she was surprised to see him on his knees begging for mercy.

" Please, please, please have mercy on me. I never meant to do any of these awful atrocities I've committed. I thought you Plumbers showed mercy towards your enemies. I know what I have to do, but I don't think I have the strenght to do it. Will you help me see the error of my ways and save me from myself?" Joker said as he got up and extended his hand towards Gwen.

" Yes, anything." Gwen said as she took Joker's hand, not knowing that he had a concealed dagger in the other hand. Batman saw it and knew what Joker was going to do next.

" Gwen, no! It's a trap! Batman called out, but it was too late.

" What do you mea..Gahhh!" Gwen cried out as Joker quickly stabbed her right in the chest with his concealed dagger.

 **" Noooo!"** both Ben and Kevin screamed as they watched Joker stab their teammate in the chest.

" Hahahahahaha! I can't believe you fell for my false-sympathy act. You made it much easier for me to kill you. Well, ta-ta Gwendolyn, say hello to Batman and the others when they join you in the next world." Joker said as he pushed Gwen off the platform and watched as her motionless body crashed into a few crates below.

Letting out a rage-filled roar, Kevin transformed into Ultimate Kevin and charged at Joker, intending to kill him for what he did to Gwen.

Grabbing Joker by the collar of his suit jacket, Kevin tossed him into a metal crate. Joker screamed in agonizing pain, as he knew that a few of his bones were broken.

" Any last words before I send you to hell?!" Kevin shouted as he formed his Diamondhead arm into a pike, ready to impale Joke with it.

" Kevin, stop! I won't let you do this!" Batman shouted as he approached the already enraged Osmosian.

" Why, because your moral-code won't allow it?! That it's too hard for you to cross that line?!" Kevin shouted angrily as he towered over Batman.

" No, God-Almighty, No! Because it would be too damned easy. All I ever wanted to do was kill him. A day doesn't go by that I don't think of subjecting him to the horrendous torture he's dealt to others and then, end him! But if I allow myself to go down into that dark place, I won't be able to come back from it. Besides, this isn't what Gwen would want you to do. She'd want you to take Joker into custody rather than kill him."

Kevin hesitated for a minute, but then turned back into his human form before cuffing Joker's hands behind his back.

" You're lucky I decided to show you mercy this time, clown!" Kevin said as he ran over to where Gwen had landed after falling from the tight-rope platform. He carefully placed two fingers on the side of her neck and was relieved when he felt a pulse.

" Come on, I'll take you three to the Batcave where we can get Gwen treated for her injuries." Batman said as he sent out a signal to the Bellwood police force to come and pick up two clowns. One of which was going right back to Arkham Assylum where he belongs.

 **And that is the end of chapter four. Leave a review and I will get chapter five posted.** **-Jedi Master 325**


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